EXHIBIT 4
ALLEGHENY TELEDYNE INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN
(as amended and restated as of July 9, 1998)
1 Purpose. The Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan, formerly known as the Teledyne, Inc. Executive Deferred
Compensation Plan, is an unfunded plan maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
2 Definitions.
2.1 "Account" shall mean the bookkeeping account maintained by the
Committee for each Participant that is credited with (1) the portion of the
Participant's Salary that he elects to defer, (2) the portion of the
Participan's Bonus that he elects to defer, (3) portions of the Participant's
account balance under the Prior Plan and (4) earnings on such amounts.
2.2 "Beneficiary" shall mean the Participant's spouse or, if the
Participant has no spouse or the spouse consents in writing in the presence of a
notary public, the person or persons, trustee, or other legal entity or entities
last designated by the Participant on a form substantially as set forth in
Exhibit "A" attached hereto to receive the benefits specified hereunder in the
event of the Participant's death. If the Participant has not designated a
beneficiary or if no person designated as a beneficiary survives the
Participant, the payment of the Participant's benefits under this Plan following
his death shall be made (a) to the Participant's spouse, if living, (b) if his
spouse is not then living, to his then living issue by right of representation,
(c) if neither his spouse nor his issue are then living, to his then living
parents, or (d) if none of the above are then living, to his estate.
Notwithstanding the foregoing, the Beneficiary of an Insurable Participant under
the Plan must be the same as the beneficiary designated with respect to the
benefit provided under Article 8 hereof if the Insurable Participant dies prior
to his Payment Eligibility Date.
2.3 "Bonus" shall mean the award or awards payable under the Allegheny
Teledyne Incorporated management bonus program (or any predecessor or successor
program).
2.4 "Chief Operating Officer" shall mean the Chief Operating Officer of
Allegheny Teledyne Incorporated.
2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.6 "Committee" shall mean the administrative committee appointed pursuant
to Section 9.1 of the Plan.
2.7 "Company" shall mean Allegheny Teledyne Incorporated, a Delaware
corporation, and any corporation which is a subsidiary of the corporation
(within the meaning of Code Section 424(f)) of Allegheny Teledyne Incorporated,
unless the context requires otherwise.
2.8 "Compensation" shall mean the Salary and Bonus paid by the Company to a
Participant.
2.9 "Director of Human Resources" shall mean the Director, Compensation and
Benefits of Allegheny Teledyne Incorporated located at 1000 Six PPG Place,
Pittsburgh, Pennsylvania 15222-5479 or such other person as the Committee may
from time to time designate.
2.10 "Effective Date" shall mean September 1, 1994.
2.11 "Eligible Employee" shall mean:
2.11.1 For a Plan Year other than the Plan Years described in Sections
2.11.2, 2.11.3 and 2.11.4, each employee of the Company who: (a) as of December
1 of the preceding Plan Year holds the title of president of an operating
company; or (b) received Compensation during the preceding Plan Year at least
equal to $100,000.
2.11.2 For the first Plan Year of the Plan, each employee of the Company
who: (a) as of the Effective Date holds the title of president of an operating
company; or (b) for employees of Teledyne, Inc. who were participants in the
Plan prior to July 9, 1998 received or is expected to receive Compensation
during calendar year 1994 at least equal to the amount specified in Section
4.14(q)(1)(B) of the Code, as such amount is adjusted for such calendar year by
the Secretary of the Treasury for increases in the cost of living.
2.11.3 For the first Plan Year in which employees of Allegheny Teledyne
Incorporated and Allegheny Ludlum Corporation may participate in the Plan, each
employee of the Company who: (a) as of July 9, 1998 holds the title of president
of an operating company; or (b) received or is expected to receive Compensation
during calendar year 1998 at least equal to the amount specified in Section
4.14(q)(1)(B) of the Code, as such amount is adjusted for such calendar year by
the Secretary of the Treasury for increases in the cost of living.
2.11.4 For any Plan Year beginning after the Effective Date which includes
an employee's date of hire, each employee of the Company who: (a) as of the
employee's date of hire holds the title of president of an operating company; or
(b) receives Compensation during such Plan Year at least equal to $100,000. For
purposes of this Section 2.11.4 only, Compensation shall include Salary that
would be paid if the employee's Salary were paid for the full Plan Year.
2.12 "Fund" or "Funds" shall mean one or more of the mutual funds or
contracts selected by the Committee pursuant to Section 4.2.2.
2.13 "Initial Election Period" shall mean the first thirty days of the
first Plan Year during which an employee of the Company is an Eligible Employee
or, in the case of an employee who is an Eligible Employee on his date of hire
after the Effective Date, the first thirty days after such date of hire;
provided, however, that the Initial Election Period for employees of Allegheny
Teledyne Incorporated and Allegheny Ludlum Corporation shall mean the period
from July 9, 1998 through July 31, 1998, unless the Committee shall determine to
extend such Initial Election Period to a date no later than August 30, 1998.
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2.14 "Insurable Participant" shall mean a Participant who satisfies
underwriting standards for the issuance of life insurance determined by the
insurance company selected by the Company to provide the pre-distribution death
benefit described in Article 8.
2.15 "Interest Rate" shall mean, for each Fund, an amount equal to the net
rate, expressed as a percent, of gain or loss on the assets of such Fund during
a month reduced, with respect to Funds selected by Insurable Participants, by
.0833 percent. If a Participant satisfies the definition of an Insurable
Participant (as set forth in Section 2.14) at the time he becomes a Participant,
but fails to satisfy such definition thereafter, the .0833 percent reduction
described in the preceding sentence shall apply only to that portion of the net
rate of gain or loss credited to the Participant's Account as:
(1) the Participant's Account balance on the last of the month in which
such failure occurs bears to
(2) the Participant's Account balance on the last day of the month
preceding the month for which such gain or loss is allocated.
2.16 "Participant" shall mean any Eligible Employee who, prior to the
Effective Date, has not announced his intention to retire and who (a) elects to
defer Compensation in accordance with Section 4.1, or (b) has an account balance
under the Prior Plan.
2.17 "Payment Eligibility Date" shall mean the first day of the month
following the end of the calendar quarter in which a Participant terminates
employment or dies. A Participant receiving benefits under the Company's
short-term disability plan or on an approved leave of absence shall not be
deemed to have terminated employment for purposes of the Plan.
2.18 "Plan" shall mean the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan as set forth herein, or as amended from time to time.
The Plan was formerly known as the Teledyne, Inc. Executive Deferred
Compensation Plan.
2.19 "Plan Year" shall mean the calendar year, except that the initial Plan
Year shall be the period from the Effective Date through December 31, 1994 for
employees of Teledyne, Inc. and its subsidiaries and the initial Plan Year shall
be the period from August 1, 1998 through December 31, 1998 for employees of
Allegheny Teledyne Incorporated and Allegheny Ludlum Corporation.
2.20 "Prior Plan" shall mean the nonqualified plan or arrangement
maintained by the Company for deferral of bonuses prior to the Effective Date.
2.21 "Retirement" shall mean the date as of which a Participant commences
to receive a benefit under a pension plan maintained by the Company, the date as
of which a Participant commences to receive disability benefits under the
Company's long-term disability plan or, in the case of a Participant who is not
entitled to benefits under the Company's long-term disability plan, the date the
Committee determines is the first date the Participant satisfies the definition
of disability set forth in that plan.
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2.22 "Salary" shall mean the base rate of pay that an employee is entitled
to receive for services rendered to the Company.
3 Participation. An Eligible Employee who, prior to the Effective Date, has
not announced his intention to retire shall become a Participant in the Plan on
(a) the first day of the first pay period for which he elects to defer a portion
of his Compensation in accordance with Section 4.1, or (b) the Effective Date if
he has an account balance under the Prior Plan.
4 Deferral Elections.
4.1 Elections to Defer Compensation.
4.1.1 General Rule. An Eligible Employee may elect to defer up to 50
percent of his Salary and up to 100 percent of his Bonus; provided, however,
that the amount of Salary and/or Bonus not paid to the Eligible Employee during
any Plan Year because of such election must be at least equal to five percent of
the Eligible Employee's anticipated Salary for that Plan Year; and provided,
further, that the amount of a Participant's Salary and/or Bonus which may be
deferred for a Plan Year shall not reduce the Participant's Salary and/or Bonus
(after taking into account such deferrals) below the amount necessary to satisfy
any employment or income tax withholding requirements which may be applicable
with respect to the Participant.
4.1.1(a) Committee Discretion. Notwithstanding Section 4.1.1 and in
addition to any other power or discretion granted to the Committee, the
Committee may, in its sole discretion and on a case-by-case basis, permit one or
more Eligible Employees to elect to defer more than 50% of his or her Salary. In
the event that the Committee permits one or more Eligible Employees to defer
more than 50% of his or her Salary, the amount permitted to be deferred shall
not exceed the amount necessary to permit the Eligible Employee to make
contributions, as elected by or required of the Eligible Employee, under
employee benefit plans, and to have withheld applicable federal, state and local
income or payroll tax and such other amounts as determined appropriate by the
Committee.
4.1.2 Initial Election Period. Each Eligible Employee may elect to defer
Compensation by filing with the Director of Human Resources an election, on a
form provided by the Committee, no later than the last day of his or her Initial
Election Period. An election to defer Compensation during the Initial Election
Period shall be effective with respect to the Participant's Salary earned during
the first pay period beginning after the election and with respect to the
portion of the Participant's Bonus attributable to the portion of the calendar
year following the election.
4.1.3 Elections other than Elections during the Initial Election Period.
Subject to the limitations of Section 4.1.1 above, any Eligible Employee who
fails to elect to defer Compensation during his or her Initial Election Period
may subsequently elect to defer Compensation, and any Eligible Employee who has
terminated a prior Salary deferral election may elect to again defer Salary, by
filing with the Director of Human Resources an election, on a form provided by
the Committee, to defer Compensation as described in Section 4.1.1 above. An
election to defer Salary payable during a calendar year must be filed with the
Director of Human Resources on or before December 1 of the preceding calendar
year. An election to defer
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Bonus payable with respect to services rendered
during a calendar year must be filed with the Director of Human Resources on or
before December 1 of the preceding calendar year.
4.1.4 Duration of Salary Deferral Election. Any Salary deferral election
made under Section 4.1.2 or Section 4.1.3 shall remain in effect,
notwithstanding any change in the Participant's Salary, until changed or
terminated in accordance with the terms of this Section 4.1.4; provided,
however, that such election shall terminate for any Plan Year for which the
Participant is not an Eligible Employee. A Participant may increase, decrease or
terminate his or her Salary deferral election with respect to Salary earned
during a calendar year by filing a new election, in accordance with the terms of
this Section 4.1, with the Director of Human Resources on or before December 1
of the preceding calendar year.
4.1.5 Duration of Bonus Deferral Election. Any Bonus deferral election made
under Section 4.1.2 or Section 4.1.3 shall be irrevocable and shall apply only
to the Bonus payable with respect to services performed during the calendar year
for which the election is made. For each subsequent calendar year, an Eligible
Employee must make a new election, subject to the limitations set forth in this
Section 4.1, to defer a percentage of his or her Bonus. Such election shall be
on forms provided by the Committee and shall be filed with the Director of Human
Resources on or before December 1 of the calendar year preceding the calendar
year in which the services that are to result in the Bonus are performed.
4.1.6 Extension of Election Deadline. Notwithstanding the foregoing
provisions of this Section 4.1, the Committee may extend the deadline for filing
elections set forth in Sections 4.1.3, 4.1.4 and 4.1.5 from December 1 of a
particular calendar year as the Committee shall determine. The Committee shall
give notice of such extension to all Eligible Employees.
4.2 Investment Elections.
4.2.1 Investment Options. The Committee shall select from time to time the
types of mutual funds or contracts in which Participants' Accounts shall be
deemed to be invested. At the time an Eligible Employee first becomes a
Participant, the Participant shall file with the Director of Human Resources a
form provided by the Committee designating which of such types of mutual funds
or contracts the Participant's Account shall be deemed to be invested in for
purposes of determining the amount of earnings to be credited to such Account.
In making the designation pursuant to this Section 4.2.1, the Participant may
specify that all or any 10-percent multiple of his Account be deemed to be
invested in one or more of the types of mutual funds or contracts selected by
the Committee. A Participant may change monthly the designation made under this
Section 4.2.1 by filing with the Director of Human Resources an election, on a
form provided by the Committee, at any time during a month, with such change to
be effective as of the first day of the month immediately succeeding the date on
which such form is filed. If a Participant fails to elect a type of fund under
this Section 4.2.1, any prior election shall remain in effect or, if there is no
prior election of types of funds, any deferral election made by the Participant
shall be void. If a Participant who receives allocations to his Account only
pursuant to Sections 5.3 and 5.4 fails to elect a type of fund under this
Section 4.2.1, he shall be deemed to have elected the fund or contract
designated by the Committee as the default fund.
4.2.2 Committee Selection of Funds. Although the Participant may designate
the type of mutual funds pursuant to Section 4.2.1, the Committee shall select
from time to time,
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in its sole discretion, a commercially available fund or
contract of each of the types selected pursuant to Section 4.2.1 to be the
Funds. The Interest Rate of each such Fund shall be used to determine the amount
of earnings to be credited to Participants' Accounts under Section 5.4.
5 Participant Accounts. The Committee shall establish and maintain an
Account for each Participant under the Plan. Each Participant's Account shall be
further divided into separate subaccounts ("mutual fund subaccounts"), each of
which corresponds to a mutual fund or contract elected by the Participant in
accordance with Section 4.2. A Participant's Account shall be credited as
follows:
5.1 Salary Credits. As of the last day of each month, the Committee shall
credit the mutual fund subaccounts of the Participant's Account with an amount
equal to Salary deferred by the Participant during each pay period ending in
that month in accordance with the Participant's election under Section 4.2; that
is, the portion of the Participant's deferred Salary that the Participant has
elected to be deemed to be invested in a certain type of mutual fund shall be
credited to the mutual fund subaccount corresponding to that mutual fund.
5.2 Bonus Credits. As of the last day of the month in which the Bonus is
payable, the Committee shall credit the mutual fund subaccounts of the
Participant's Account with an amount equal to the portion of the Bonus deferred
by the Participant in accordance with the Participant's election under Section
4.2; that is, the portion of the Participant's deferred Bonus that the
Participant has elected to be deemed to be invested in a particular type of
mutual fund shall be credited to the mutual fund subaccount corresponding to
that mutual fund.
5.3 Prior Plan Credits. As of the Effective Date, the Committee shall
credit the mutual fund subaccounts of the Participant's Account with an amount
equal to 25 percent of the Participant's account balance under the Prior Plan as
of the Effective Date. As of September 1 of each of the following years, the
Committee shall credit the mutual fund subaccounts of the Participant's Account
with an amount equal to the percentage set forth below of the Participant's
account balance under the Prior Plan as of such date:
1995 33-1/3
1996 50
1997 100
Notwithstanding the foregoing, as of a Participant's Payment Eligibility
Date prior to September 1, 1997, the Committee shall credit the mutual fund
subaccounts of the Participant's Account with an amount equal to any unpaid
balance then remaining in the Participant's account under the Prior Plan.
5.4 Earnings Credits. As of the last day of each month in which any amount
remains credited to a Participant's Account, each mutual fund subaccount of a
Participant's Account shall be credited with earnings in an amount equal to that
determined by multiplying the balance credited to such mutual fund subaccount as
of the last day of the preceding month by the Interest Rate for that month for
the corresponding Fund selected by the Company pursuant to Section 4.2.2.
6 Vesting. A Participant's Account shall be 100 percent vested at all
times.
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7 Distributions.
7.1 Amount and Time of Distribution.
7.1.1 Payment as of Payment Eligibility Date. Each Participant (or, in the
case of his death, his Beneficiary) shall be entitled to receive a distribution
of benefits under this Plan as soon as practicable following his Payment
Eligibility Date. The amount payable to a Participant shall be the amount
credited to the Participant's Account as of his Payment Eligibility Date.
7.1.2 Payment Prior to Payment Eligibility Date. A Participant may elect by
filing with the Director of Human Resources a form substantially as set forth in
Exhibit "B" attached hereto to receive an amount equal to ninety percent of his
Account balance at any time prior to his Payment Eligibility Date. If the
Participant makes an election described in this Section 7.1.2: the balance of
the Participant's Account not distributed to the Participant shall be forfeited
to the Company; the amount to which he is entitled under this Section 7.1.2
shall be distributed to the Participant in a single lump sum within thirty days
following such election; the Participant shall be prohibited from participating
in the Plan for the balance of the Plan Year in which this distribution is made
and the following Plan Year; and any elections previously made pursuant to
Article 4 of this Plan shall cease to be effective.
7.2 Form of Distribution.
7.2.1 Pre-Retirement Distributions. If a Participant's Payment Eligibility
Date occurs prior to the date of his Retirement, the Participant's Account shall
be paid to such Participant in a single lump sum.
7.2.2 Post-Retirement Distributions. If a Participant's Payment Eligibility
Date occurs on or after the date of his Retirement, the Participant's Account
shall be paid to such Participant or, in the event of the Participant's death on
or after his Payment Eligibility Date, his Beneficiary in the form of sixty
quarterly installments. Such installment payments shall commence on the
Participant's Payment Eligibility Date or as soon thereafter as is practicable
and shall continue on the first day of each of the 59 calendar quarters
thereafter.
7.2.3 Election of Optional Form of Distributions. Notwithstanding the
provisions of Section 7.2.2, a Participant whose Payment Eligibility Date occurs
on or after the date of his Retirement may elect to receive distribution of his
Account balance in a single lump sum, twenty quarterly installments, or forty
quarterly installments provided that at least one year prior to his Payment
Eligibility Date, the Director of Human Resources receives from the Participant
a notice, in substantially the form of Exhibit "C" attached hereto, that the
Participant elects to receive payment in one of such optional forms. Any such
payment shall be made or commence to be made as of the Participant's Payment
Eligibility Date. Any election made pursuant to this Section 7.2.3 may be
revoked by filing notice of such revocation with the Director of Human Resources
on or before the date which is one year prior to the Participants Payment
Eligibility Date.
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7.2.4 Method for Calculating Installments. If a Participant or Beneficiary
receives payment of his Account balance in installments pursuant to Section
7.2.2 or 7.2.3, the amount of each quarterly installment payable during the Plan
Year which includes the Participant's Payment Eligibility Date shall equal the
Participant's Account balance on the Payment Eligibility Date divided by the
total number of installments the Participant or Beneficiary is scheduled to
receive. The amount of each quarterly installment payable during each succeeding
Plan Year, other than the last Plan Year in which the Participant or Beneficiary
receives installment payments under the Plan, shall equal the Participant's
Account balance on September 30 of the preceding Plan Year divided by the number
of installments remaining to be paid after the last day of such preceding Plan
Year. The amount of each quarterly installment payable during the last Plan Year
in which the Participant or Beneficiary receives installment payments under the
Plan shall equal the Participant's Account balance on the last day of the second
preceding calendar quarter divided by the number of installments remaining to be
paid after the last day of the preceding calendar quarter, except that the final
quarterly installment shall be equal to the remaining balance in the
Participant's Account.
7.2.5 Small Account Balances. Notwithstanding any other provision of this
Section 7.2, if a Participant's Account balance on his Payment Eligibility Date
is $10,000 or less, such Account balance shall be paid in a single lump sum.
8 Pre-Distribution Death Benefit.
8.1 Amount of Benefit. The Company shall own and maintain one or more life
insurance policies on the life of each Insurable Participant (collectively, the
"Policy"). Until an employee of the Company (other than a Participant who has
already been determined not to be an Insurable Participant) completes an
application for the Policy, any deferral elections made by the employee pursuant
to Article 4 hereof shall be void. If an Insurable Participant shall die at
least sixty days following the first day of the month in which allocations
pursuant to Article 5 of the Plan are first made to his Account and prior to his
Payment Eligibility Date, his Beneficiary shall receive directly from the
insurance company issuing the Policy in a single lump sum an amount equal to the
greater of:
8.1.1 Ten times the amounts allocated to the Insurable Participant's
Account pursuant to Sections 5.1 and/or 5.2 during the first twelve months in
which the Insurable Participant receives allocations to his Account; or
8.1.2 Two times the Insurable Participant's Account balance as of his date
of death if the Insurable Participant has not attained age 56 at the date of
death or, if the Insurable Participant is age 56 or older at death, 1.5 times
the Insurable Participant's Account balance as of his date of death.
8.2 Other Rules.
8.2.1 Reduction of Account Balance. Notwithstanding anything contained
herein to the contrary, any benefits otherwise payable with respect to an
Insurable Participant under this Plan shall be reduced by the value of benefits
received by the Insurable Participant's Beneficiary under the Policy.
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8.2.2 Death on or After Payment Eligibility Date. If an Insurable
Participant shall die on or after his Payment Eligibility Date, his Beneficiary
shall receive no benefits under the Policy and any death benefits thereunder
shall be paid to the Company.
8.2.3 Effect of Account Distribution Prior to Payment Eligibility Date. If
an Insurable Participant receives a distribution pursuant to Section 7.1.2, for
purposes of Section 8.1.1, the first twelve months in which he receives
allocations to his Account shall be deemed to be the first Plan Year after such
distribution in which he receives allocations under Section 5.1 or 5.2 and, for
purposes of Section 8.1.2, the Insurable Participant's Account shall include
only amounts allocated to the Insurable Participant's Account following such
distribution and prior to his date of death.
8.2.4 Death Prior to Eligibility for Pre-Distribution Death Benefit. If a
Participant should die before completing the sixty-day eligibility period for
the pre-distribution death benefit set forth in Section 8.1, his Beneficiary
shall receive only the balance in the Participant's Account as of the
Participant's Payment Eligibility Date.
8.2.5 Failure to Remain Insurable. Notwithstanding the foregoing provisions
of this Article 8, if a Participant satisfies the definition of an Insurable
Participant (as set forth in Section 2.14) at the time he becomes a Participant,
but fails to satisfy such definition thereafter, the pre-distribution death
benefit payable to the Participant's Beneficiary shall equal the lesser of:
(1) the pre-distribution death benefit determined under the foregoing
provisions of this Article 8; or
(2) the death benefit under the Policy payable to the Participant's
Beneficiary at the time the Participant fails to satisfy the definition of an
Insurable Participant.
9 Administration.
9.1 Committee Action. The Plan shall be administered by the Committee,
consisting of at least three members, appointed by and holding office at the
pleasure of the Executive Vice President, Finance and Administration and Chief
Financial Officer. The Committee shall act at meetings by an affirmative vote of
a majority of the members of the Committee. Any action permitted to be taken at
a meeting may be taken without a meeting if a written consent to the action is
signed by all members of the Committee and such written consent is filed with
the minutes of the proceedings of the Committee. A member of the Committee shall
not vote or act upon any matter which relates solely to himself as a
Participant. The Chairman or any other member or members of the Committee
designated by the Chairman may execute any certificate or other written
direction on behalf of the Committee.
9.2 Powers and Duties of the Committee. The Committee, on behalf of the
Participants and their Beneficiaries, shall enforce the Plan in accordance with
its terms, shall be charged with the general administration of the Plan, and
shall have all powers necessary to accomplish its purposes, including, but not
by way of limitation, the following:
9.2.1 To determine all questions relating to the eligibility of employees
to participate;
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9.2.2 To construe and interpret the terms and provisions of this Plan;
9.2.3 To compute and certify to the amount and kind of benefits payable to
Participants and their Beneficiaries;
9.2.4 To maintain all records that may be necessary for the administration
of the Plan;
9.2.5 To provide for the disclosure of all information and the filing or
provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;
9.2.6 To make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not inconsistent with the
terms hereof; and
9.2.7 To appoint a plan administrator or, any other agent, and to delegate
to such person such powers and duties in connection with the administration of
the Plan as the Committee may from time to time prescribe.
9.3 Construction and Interpretation. The Committee shall have full
discretion to construe and interpret the terms and provisions of this Plan,
which interpretation or construction shall be final and binding on all parties,
including but not limited to the Company and any Participant or Beneficiary. The
Committee shall administer such terms and provisions in a uniform and
nondiscriminatory manner and in full accordance with any and all laws applicable
to the Plan.
9.4 Information. To enable the Committee to perform its functions, the
Company shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their death or other cause of
termination, and such other pertinent facts as the Committee may require.
9.5 Compensation, Expenses and Indemnity.
9.5.1 The members of the Committee shall serve without compensation for
their services hereunder.
9.5.2 The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.
9.5.3 The Company shall indemnify and save harmless the Committee and each
member thereof, the Plan Oversight Committee of the Company and each member
thereof, the Chief Operating Officer, the Executive Vice President, Finance and
Administration and Chief Financial Officer, the Director of Human Resources, and
any delegate of the Committee who is an employee of the Company against any and
all expenses, liabilities and claims, including legal fees to defend against
such liabilities and claims, arising out of their discharge of responsibilities
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under or incident to the Plan, other than expenses and liabilities arising out
of willful misconduct. This indemnity shall not preclude such further
indemnities as may be available under insurance purchased by the Company or
provided by the Company under any bylaw, agreement or otherwise, as such
indemnities are permitted under applicable law.
9.6 Quarterly Statements. Under procedures established by the Committee, a
Participant shall receive quarterly statements with respect to such
Participant's Account.
9.7 Plan Oversight Committee. The Plan Oversight Committee of the Company
shall have general oversight power with respect to the Committee, and the
Committee shall from time to time report its actions under and in respect of the
Plan to the Plan Oversight Committee of the Company.
10 Miscellaneous.
10.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interest in any specific property or assets of the Company. No assets of the
Company shall be held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. The
Plan is intended to be unfunded for tax purposes and for purposes of Title I of
ERISA.
10.2 Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or corporation. No part of a Participant's Account shall be
liable for the debts, contracts, or engagements of any Participant, his
Beneficiary, or successors in interest, nor shall a Participant's Account be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever.
10.3 No Right to Continued Employment. Neither an employee's participation
in the Plan, nor his rights to his Account shall confer upon such employee any
right with respect to continuance of employment by or receipt of Bonuses from
the Company, nor shall such items interfere in any way with the right of the
Company to terminate such employee's employment or alter such employee's
Compensation at any time.
10.4 Withholding. There shall be deducted from each payment made under the
Plan or, if such payment is not large enough, from any other funds payable to
the Participant, all taxes which the Company determines are required to be
withheld with respect to such payment under the Plan. The Company shall have the
right to reduce any payment by the amount of cash sufficient to provide the
amount of said taxes.
10.5 Amendment, Modification, Suspension or Termination. The Company's Plan
Oversight Committee may at any time amend, modify, suspend or terminate the Plan
in whole or in part, subject to ratification by the Personnel and Compensation
Committee of the Company's
11
Board of Directors, except that no amendment,
modification, suspension or termination shall reduce any amounts then credited
to a Participant's Account. The Company shall provide notice of such action to
all Participants and Beneficiaries of deceased Participants.
10.6 Governing Law. Except to the extent that it is preempted by federal
law, this Plan shall be construed, governed and administered in accordance with
the laws of the State of Delaware.
10.7 Receipt or Release. Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan, including but not
limited to any payment from an insurance company, shall, to the extent thereof,
be in full satisfaction of all claims under the Plan against the Committee and
the Company. Any payment, whether by the Company or an insurance company, to a
Participant or the Participant's Beneficiary of an amount described in Section
5.3 shall, to the extent thereof, be in full satisfaction of all claims to such
amount which the Participant or his Beneficiary or any beneficiary designated in
accordance with the Prior Plan may have against the Company or any other person
under the Prior Plan. The Committee may require such Participant or Beneficiary,
as a condition precedent to such payment, to execute a receipt and release to
such effect.
10.8 Payments on Behalf of Minors. In the event that any amount becomes
payable under the Plan to a minor or a person who, in the sole judgment of the
Committee, is considered by reason of physical or mental condition to be unable
to give a valid receipt therefore, the Committee may direct that such payment be
made only to the conservator or the guardian of the estate of such person
appointed by a court of competent jurisdiction or such other person or in such
other manner as the Committee determines is necessary to assure that the payment
will legally discharge the Plants obligation to such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.
10.9 Miscellaneous. All pronouns and any variations thereof contained
herein shall be deemed to refer to masculine or feminine, singular or plural, as
the identity of the person or persons may require. The headings used in this
Plan are for convenience only and shall not be construed in interpreting this
Plan.
12
EXHIBIT A
BENEFICIARY DESIGNATION
I hereby designate the following individual or entity to receive any
benefits to which I am entitled under the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan if such benefits become payable after my
death:
Name: ________________________________________
Address: _____________________________________
Relationship: ________________________________
Social Security or Tax Identification Number:______________________
I understand and acknowledge that if I am married on the date of my death
and I have designated above someone other than the individual who is my spouse
on the date of my death, such designation shall not be effective unless my
spouse consents in writing as set forth on the following page in the presence of
a notary.
________________ _______________________
Date Signature
_______________________
Printed Name
SPOUSAL CONSENT TO BENEFICIARY DESIGNATION
I am the spouse of _____________________. I hereby consent to the
designation made by my spouse of ____________________ as the beneficiary under
the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan. I
understand that this consent is valid only with respect to the naming of the
beneficiary indicated on the prior page and that the designation of any other
beneficiary will not be valid unless I consent in writing to such designation.
This consent is being voluntarily given, and no undue influence or coercion
has been exercised in connection with my consent to the designation made by my
spouse of the beneficiary named on the prior page rather than myself as the
beneficiary under the Allegheny Teledyne Incorporated Executive Deferred
Compensation Plan.
_____________________ ___________________________
Date Spouse's Signature
___________________________
Print Spouse's Name
State of __________________
County of__________________
On __________ (date) before me _______________(name, title) personally
appeared ___________________________ (name of spouse)
________ personally known to me (or)
________ proved to me on the basis of
satisfactory evidence
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person executed the
instrument.
WITNESS my hand and official seal.
___________________________
Signature of Notary
EXHIBIT B
DISTRIBUTION PRIOR TO PAYMENT ELIGIBILITY DATE
Pursuant to Section 7.1.2 of the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the "Plan"), I hereby elect to receive distribution
of ninety percent (90%) of my account balance under the Plan within thirty days
of the receipt of this election by the Director of Human Resources of Allegheny
Teledyne Incorporated.
I understand and acknowledge that as a result of this election:
1. The balance of my account under the Plan not distributed to me shall be
forfeited to Allegheny Teledyne Incorporated;
2. I shall be prohibited from participating in the Plan for the balance of
the Plan Year in which this distribution is made and the following Plan Year;
3. Any deferral elections previously made pursuant to Article 4 of the Plan
shall cease to be
effective; and
4. The pre-distribution death benefit provided under the Plan shall cease
to be available to my beneficiary following this distribution. If I resume
participation in the Plan to the extent permitted by the Plan in accordance with
paragraph 2 above, my beneficiary may again be eligible to receive a death
benefit under the Plan but such death benefit shall be computed only with
respect to allocations to my account under the Plan following such distribution
and prior to my date of death.
_________ _____________________
Date Signature
_____________________
Printed Name
Received by Allegheny Teledyne Incorporated
on _________________
by _________________
EXHIBIT C
ELECTION OF FORM OF DISTRIBUTION
Pursuant to Section 7.2.3 of the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the "Plan"), I hereby notify Allegheny Teledyne
Incorporated that instead of receiving distribution of my Account balance under
the Plan in sixty quarterly installments, I hereby elect that my Account balance
under the Plan be paid to me in one of the following forms:
________ forty quarterly installments;
________ twenty quarterly installments; or
________ a single lump sum.
I understand that in order for this election to be effective:
1. This notice must be received by Allegheny Teledyne Incorporated, c/o the
Director of Human Resources, 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479, at least one year prior to my Payment Eligibility Date; and
2. My Payment Eligibility Date, as that term is defined in the Plan, must
occur on or after the date as of which I commence to receive a benefit under a
pension plan maintained by Allegheny Teledyne Incorporated or a subsidiary, the
date as of which I commence to receive disability benefits under the long-term
disability plan of Allegheny Teledyne Incorporated or a subsidiary, or, if I am
not entitled to benefits under the long-term disability plan of Allegheny
Teledyne Incorporated or a subsidiary, the date the Administrative Committee of
the Plan determines is the first date I satisfy the definition of disability set
forth in such disability plan.
_______________________ _________________________
Date Signature
_________________________
Printed Name
Received by Allegheny
Teledyne Incorporated
on ______________________
by ______________________